Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Stock code: 000011, 200011 Stock abbreviation: SWYA, SWYB Announcement No.: 2014-13 Shenzhen Properties & Resources Development (Group) Ltd. Abstract of the Report for the First Quarter of 2014 1 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Section I. Important Reminders The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the Company”) warrant that the information carried in this report is factual, accurate and complete, without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. Mr. Chen Yugang, company principal, Mr. Wang Hangjun, chief of the accounting work, Mr. Gong Sixin, CFO and Ms. Shen Xueying, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. All directors have attended the board session for reviewing this report. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Jan.-Mar. 2014 Jan.-Mar. 2013 YoY increase/decrease (%) Operating revenues (RMB Yuan) 194,462,902.01 876,432,175.84 -77.81% Net profit attributable to shareholders of 27,725,441.51 236,360,598.97 -88.27% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and 24,910,981.85 236,147,522.85 -89.45% losses (RMB Yuan) Net cash flows from operating activities -33,493,465.85 94,342,037.44 -135.5% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0465 0.3966 -88.28% Diluted EPS (RMB Yuan/share) 0.0465 0.3966 -88.28% Weighted average ROE (%) 1.53% 14.58% -13.05% 31 Mar. 2014 31 Dec. 2013 Increase/decrease (%) Total assets (RMB Yuan) 3,768,575,907.05 3,873,252,714.32 -2.7% Net assets attributable to shareholders of 1,830,091,671.56 1,802,781,292.68 1.51% the Company (RMB Yuan) Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Mar. 2014 Note Gains/losses on the disposal of non-current assets (including the Gain on disposal of investing real 3,318,784.27 offset part of asset impairment provisions) estate Other non-operating income and expenses other than the above 358,997.92 Less: Income tax effects 863,322.53 Total 2,814,459.66 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable 3 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: Share Total number of shareholders at the 44,249 period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Nature of Shareholding Number of the Name of shareholder restricted shares Number of shareholder percentage (%) shares held Status of shares held shares SHENZHEN Pledged 0 State-owned CONSTRUCTION corporation INVESTMENT 54.33% 323,796,324 293,997,370 State-owned Frozen 0 HOLDINGS corporation CORPORATION SHENZHEN Pledged 0 INVESTMENT State-owned 9.49% 56,582,573 56,582,573 MANAGEMENT corporation Frozen 0 CORPORATION SHENZHEN Pledged 0 GUOMAO State-owned PROPERTY 0.32% 1,881,841 0 corporation Frozen 0 MANAGERMENT CO., LTD. SHENZHEN Pledged 0 DUTY-FREE Domestic COMMODITY non-state-owned 0.29% 1,730,300 1,730,300 Frozen 0 ENTERPRISES corporation CO., LTD. Domestic natural Pledged 0 Zhou Kechan 0.23% 1,376,800 0 person Frozen 0 Domestic natural Pledged 0 Long Keyi 0.19% 1,102,600 0 person Frozen 0 Domestic natural Pledged 0 Liu Yunde 0.18% 1,100,400 0 person Frozen 0 Domestic natural Pledged 0 Chen Liying 0.17% 1,036,051 0 person Frozen 0 GUOTAI JUNAN Foreign Pledged 0 0.17% 987,500 0 SECURITIES corporation Frozen 0 4 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. (HONGKONG) LIMITED Domestic natural Pledged 0 Zhong Laiqun 0.14% 812,700 0 person Frozen 0 Shares held by the top ten non-restricted share holders Type of shares Name of shareholder Number of non-restricted shares held Type Number SHENZHEN CONSTRUCTION RMB ordinary INVESTMENT HOLDINGS 29,798,954 29,798,954 shares CORPORATION SHENZHEN GUOMAO PROPERTY RMB ordinary 1,881,841 1,881,841 MANAGERMENT CO., LTD. shares RMB ordinary Zhou Kechan 1,376,800 1,376,800 shares RMB ordinary Long Keyi 1,102,600 1,102,600 shares RMB ordinary Liu Yunde 1,100,400 1,100,400 shares Domestically Chen Liying 1,036,051 listed foreign 1,036,051 shares Domestically GUOTAI JUNAN SECURITIES 987,500 listed foreign 987,500 (HONGKONG) LIMITED shares RMB ordinary Zhong Laiqun 812,700 812,700 shares RMB ordinary Huang Fenghua 793,437 793,437 shares China and Kazakhstan Hope RMB ordinary Mechanical & Electrical Equipment 783,300 783,300 shares (Beijing) Co., Ltd. The first shareholder is managed by Shenzhen Investment Holding Corporation, the actual Explanation on associated relationship controlling shareholder of the Company. And the second shareholder is a wholly-funded or persons acting in concert among the subsidiary of the Company. Other than that, it is unknown whether the remaining 8 above-mentioned shareholders shareholders are related parties or acting-in-concert parties. Shareholders taking part in margin financing and securities lending (if Naught any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? 5 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. □ Yes √ No 6 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes 1. Other receivables stood at RMB 10,321,969.11 at the end of the reporting period, up 30.34% from the opening amount, which was mainly because the utilities that were paid by subsidiaries on behalf of their clients and not yet cleared with them, etc. increased. 2. Short-term borrowings stood at RMB 180,000,000.00 at the end of the reporting period, down 40.00% from the opening amount, which was mainly because the mature borrowings were repaid in the reporting period. 3. Operating revenues for the reporting period stood at RMB 194,462,902.01, down 77.81% from the same period of last year, which was mainly because in the same period of last year, the Caitianyise project reached the conditions to carry over income and the incomes available for carryover were all settled in that period. 4. Operating costs for the reporting period stood at RMB 99,128,200.24, down 71.63% from the same period of last year, which was mainly because the area of real estate available for income carryover decreased. 5. Business tax and surtaxes for the reporting period stood at RMB 35,390,468.29, down 81.44% from the same period of last year, which was mainly because the real estate income decreased and the business tax, land VAT and other taxes and fares decreased accordingly. 6. Selling expenses for the reporting period stood at RMB 1,632,556.99, down 31.13% from the same period of last year, which was mainly because the Company enhanced cost control and brought down the marketing expenses. 7. Financial expenses for the reporting period stood at RMB -3,070,845.42 and the amount for the same period of last year at RMB -2,062,675.50, with both being income and the former up 48.88% from the latter, which was mainly because the interest income increased. 8. Investment gain for the reporting period stood at RMB 519,419.20, down 68.35% from the same period of last year, which was mainly because the gain on joint ventures decreased. 9. Investment gain on associates and joint ventures for the reporting period stood at RMB 519,419.20, down 68.35% from the same period of last year, which was mainly because joint venture Shenzhen Guomao Tian’an Properties Co., Ltd recorded decreased profit. 10. Net non-operating income for the reporting period stood at RMB 358,997.92, up 127.72% from the same period of last year, which was mainly because the fine and confiscation income increased. 11. Income tax expenses for the reporting period stood at RMB 9,876,642.47, down 87.06% from the same period of last year, which was mainly because the profit decreased. 12. Operating profit, total profit and net profit (attributable to the Company) for the reporting period stood at RMB 37,243,086.06, RMB 37,602,083.98 and RMB 27,725,441.51 respectively, down 88.08%, 87.97% and 88.27% respectively from the same period of last year, which was mainly because the real estate area available for settlement decreased, causing a considerable decrease in the real estate income. 13. Net cash flows from operating activities for the reporting period stood at RMB -33,493,465.85, down 135.50% from the same period of last year, which was mainly because the incoming funds from sale of houses decreased. 7 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. 14. Net cash flows from investing activities for the reporting period stood at RMB -692,619.00, with the net cash outflows down 44.23% from the same period of last year, which was mainly because the incoming funds from disposal of old vehicles in the vehicle renewal by subsidiaries increased and the outgoing funds for acquisition of fixed assets decreased. 15. Net cash flows from financing activities for the reporting period stood at RMB -130,737,637.64, with the net cash outflows down 45.54% from the same period of last year, which was mainly because cash repayments decreased. II. Progress and influence of significant events, as well as the analysis and explanation on solutions The Company made the board of director resolution on the 4th Session of the 7th Board of Directors on 25 Nov. 2011, which planed to make bankruptcy liquidation of the subordinate wholly-owned subsidiary—Hainan Xinda Development Corporation (hereinafter referred to as “Hainan Company”) (see details to the Announcement on the Resolution of the Board of Directors disclosed on 28 Nov. 2011). On 26 Sep. 2013, the Company based on the reason that Hainan Company had been in the serious deficit state for years which could not pay off the matured debts, applied for the bankruptcy liquidation of Hainan Company to the Haikou Intermediate People's Court in Hainan Province (hereinafter referred to as “Haikou Intermediate Court”). On 14 Mar.2014, the Company received the Civil Ruling Paper of (2013) HZFP(Y) Z No. 7 which issued by Haikou Intermediate Court, of which the relevant situations of the judgment and acceptance of the application of the Company for the bankruptcy liquidation of Hainan Company were as follows: The Haikou Intermediate Court considered that: because the domicile of Xinda Company was in Xinda Business Building, No. 48 of Guomao Road, Haikou and the Company was approved and registered by Industrial and commercial Administration Bureau of Hainan Province, the Haikou Intermediate Court had the right of jurisdiction of the case. Because the Xinda Company could not pay off the matured debts, the Shenzhen Properties & Resources Development (Group) Ltd. put forward that the application of the bankruptcy liquidation of the Xinda Company was met with the acceptance conditions. According to the regulations of the first paragraph of article 2, the article 3 and the second paragraph of article 7 of The Enterprise Bankruptcy Law of PRC, the verdicts were as follows: accepted the application of the proposer—Shenzhen Properties & Resources Development (Group) Ltd. of the bankruptcy liquidation of the respondent--Hainan Xinda Development Corporation and the verdict came into affect from the date. The Company had made full provision of the accounting of the Hainan Company and the bankruptcy liquidation had no influence on the financial condition of the Company. Website index to the disclosed relevant Overview of the significant event Date of disclosure interim report Announcement on the Process of the Bankruptcy Liquidation of the Hainan 15 Mar. 2014 http//www.cninfo.com.cn Company III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period Naught 8 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. IV. Predict the operating results of Jan.-Jun. 2014 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: √ Applicable □ Inapplicable Prediction: significant increase in the same direction Type of the predicted data: exact quantity Jan.-Jun. 2014 Jan.-Jun. 2013 +/- (%) Predicted accumulative net 12,000 35,360 Down 66.06% profit (RMB Ten thousand) Basic EPS (RMB Yuan/share) 0.2013 0.5933 Down 66.06% Main reason for the considerable fluctuation of the business results: 1. There was no any newly increased sales project during the reporting period and project sold was mainly the remaining building, which led the sales income achieved decreased over the same period of last year; 2. The “SZPRD Caitianyise” Project of the same period of last year satisfied the conditions for carrying over into income in the reporting period. The part that could be carried over into income was mostly Explanation about the settled in the same period of last year, resulting in a considerable decrease of the total predictions available-for-settlement area of Jan.-Jun. 2014 over the same period of last year. The aforesaid estimate was preliminary measurement given by the Company according to the current sales situation of real estate projects. Investors are kindly reminded to be noted that the actual earnings of the Company for Jan.-Jun. 2014 shall be subject to data disclosed in the Company’s 2014 Semi-annual Report. V. Securities investment Code of Abbreviati Intial investment Percentage Equity changes securities on of amount of equities Gain/loss for report of the owner in Accounting Source of Closing book value securities period the reporting title stock period 000509 *ST China 2,962,500.00 0.10% 802,199.55 0.00 0.00 Long-term Directional Plastic equity purchase of investment the corporate shares Total 2,962,500.00 - 802,199.55 0.00 0.00 VI. Investments in derivatives Naught 9 Abstract of the Report for the First Quarter of 2014 of Shenzhen Properties & Resources Development (Group) Ltd. VII. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company The Shenzhen Situation of the overweight Stock Exchange 8 Jan. 2014 Other Individual Investor of the shares of the Investors Company. interactive platform The Shenzhen Stock Exchange Situation of the dividends 3 Feb. 2014 Other Individual Investor Investors of the Company. interactive platform The Shenzhen Situation of the Stock Exchange 9 Feb. 2014 Other Individual Investor construction of the Investors Dongguan Project. interactive platform The Shenzhen Stock Exchange Situation of the sales of the 10 Feb. 2014 Other Individual Investor Investors Xuzhou Project interactive platform The Shenzhen Stock Exchange Situation of the Company’s 4 Mar. 2014 Other Individual Investor Investors earnings preannouncement. interactive platform 10